07.06.2016 06:30:14
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Invitation to the Valartis Group AG Ordinary General Meeting of Shareholders 2016; the Board of Directors proposes Mr Philipp LeibundGut for replacement election of the Board
Valartis Group AG / Invitation to the Valartis Group AG Ordinary General Meeting of Shareholders 2016; the Board of Directors proposes Mr Philipp LeibundGut for replacement election of the Board . Processed and transmitted by Nasdaq OMX Corporate Solutions. The issuer is solely responsible for the content of this announcement.
The Board of Valartis Group AG invites the shareholders of Valartis Group AG to the 28th Ordinary General Meeting 2016. This meeting takes place on Tuesday, 28 June 2016 at 5 p.m. at the ConventionPoint, SIX Management AG, Selnaustrasse 30, 8001 Zurich.
Change to the Board of Directors
In November 2015, the number of members of the Board of Directors and the Compensation Committee dropped below the minimum number of three members as required by the Articles of Association due to the withdrawal of two members of the Board of Directors before expiration of their period of office. Mr Stephan Häberle has acted - as a short-term solution - in a double function both as Board member and as Group CEO of Valartis Group since the Extraordinary General Meeting of Shareholders on 15 January 2016. Stephan Häberle is no longer available for re-election as a member of the Board of Directors. The Board of Directors would like to thank Mr Häberle for his willingness to perform this double function during the current crisis. The Board of Directors proposes Mr Philipp LeibundGut for replacement election of the Board (please refer to the short CV on page 4).
Agenda and motions from the Board of Directors
1 | Annual Report 2015 | ||
Motion: Endorsement of the Valartis Group consolidated financial statements and status report together with the Valartis Group AG annual accounts, as well as acknowledgement of the auditor's report. | |||
2 | Discharge of liability for members of the Board of Directors and Group Executive Management | ||
Motion: Discharge of liability be granted to members of the Board of Directors and Group Executive Management. | |||
3 | Appropriation of retained earnings of Valartis Group AG | ||
Motion: | |||
Profit brought forward from previous year | CHF | 134,752,830 | |
Annual loss 2015 of Valartis Group AG | CHF | -86,040,960 | |
Withdrawals from/allocations to free reserves | CHF | 0 | |
Retained earnings | CHF | 48,711,870 | |
Dividend on capital entitled to dividends | CHF | 0 | |
Balance carried forward | CHF | 48,711,870 | |
4 | Consultative vote on Compensation Report 2015 | ||
The Compensation Report 2015 contains further information and can be viewed under www.valartisgroup.ch, Investor Relations. | |||
Motion: Endorsement of Compensation Report 2015 (consultative vote). | |||
5 | Endorsement of compensation for members of the Board of Directors and Group Executive Management | ||
In accordance with the provisions of the Articles of Association, the Board of Directors proposes separate votes on compensation for members of the Board of Directors and Group Executive Management at the General Meeting 2016. | |||
5.1 | Total compensation for the Board of Directors for the period from the General Meeting 2016 up to the General Meeting 2017 | ||
Motion: Endorsement of total compensation amounting to CHF 650,000 for the Board of Directors for the period from the General Meeting 2016 up to the General Meeting 2017. | |||
5.2 | Total compensation for Group Executive Management (excluding bonuses paid to members of Group Executive Management) for FY 2017 | ||
Motion: Endorsement of total compensation amounting to CHF 900,000 (fixed compensation) for Group Executive Management for the financial year ending 31.12.2017. | |||
5.3 | Bonuses paid to Group Executive Management for FY 2015 | ||
Motion: Endorsement of no bonus payments to Group Executive Management for the financial year ending 31.12.2015 (no variable compensation). | |||
6 | Re-election and initial elections to the Board of Directors | ||
Members of the Board of Directors are individually elected on an annual basis by the General Meeting. Information on the current Board members can be found in the Annual Report under Corporate Governance, Board of Directors. | |||
Stephan Häberle is no longer available for re-election as a member of the Board of Directors. The Board of Directors would like to thank Mr Häberle for his willingness - at short notice - to perform the double function as Group CEO and as member of the Board during the current crisis. | |||
The Board of Directors proposes Philipp LeibundGut to be elected as a member of the Board. | |||
The other members of the Board are eligible for re-election. | |||
Motion: Re-election of Gustav Stenbolt as Chairman of the Board of Directors for a term of office up to conclusion of the next Ordinary General Meeting; re-election of Christoph N. Meister and initial election of Philipp LeibundGut as members of the Board of Directors, each for a term of office up to conclusion of the next Ordinary General Meeting of Shareholders. | |||
6.1. Re-election of Gustav Stenbolt as Chairman of the Board of Directors. | |||
6.2. Re-election of Christoph N. Meister as member of the Board of Directors. | |||
6.3. Initial election of Philipp LeibundGut as member of the Board of Directors. | |||
7 | Elections to the Compensation Committee | ||
The members of the Compensation Committee are individually elected on an annual basis by the General Meeting. | |||
Motion: Election of Christoph N. Meister, Gustav Stenbolt and Philipp LeibundGut as members of the Compensation Committee of the Board of Directors, each for a term of office up to conclusion of the next Ordinary General Meeting. Should Mr Meister be elected as a member, the Board of Directors intends to re-appoint him as Chairman of the Compensation Committee. | |||
7.1. Election of Christoph N. Meister as member of the Compensation Committee (Chairman). | |||
7.2. Election of Gustav Stenbolt as member of the Compensation Committee. | |||
7.3. Election of Philipp LeibundGut as member of the Compensation Committee. | |||
8 | Re-election of auditor | ||
Motion: Re-election of Ernst & Young AG, Zurich, as auditor for one year. | |||
9 | Election of independent proxy for voting rights | ||
The independent proxy for voting rights is elected by the General Meeting up to conclusion of the next Ordinary General Meeting of Shareholders. | |||
Motion: Election of Martin Rechtsanwälte GmbH, Attorneys-at-Law, Stadthausstrasse 12, 8400 Winterthur, as independent proxy for voting rights for Valartis Group AG up to conclusion of the next Ordinary General Meeting of Shareholders. |
Organisational notes
Annual Report
The Annual Report (consolidated financial statement and status report for Valartis Group and the annual financial statement for Valartis Group AG) together with the Compensation Report and the respective audit reports for FY 2015, can be found online on the Group website from 24 May, 2016, under www.valartisgroup.ch
Admission tickets
Shareholders who wish to attend the General Meeting, or who would like to be represented at the Meeting, can order admission tickets up to 21 June, 2016, at the latest, via their custodian bank. Tickets will be issued up to 23 June, 2016. The custodian banks will receive admission tickets from Valartis Advisory Services SA, Frau Sabina Buchmann, St. Annagasse 18, 8001 Zurich, Fax +41 44 503 5449, following submission of confirmation of blocking of shares. The banks will then forward tickets to the respective shareholders. The corresponding shares remain blocked up to conclusion of the General Meeting.
Power of proxy
We have appointed Martin Rechtsanwälte GmbH, Attorneys-at-Law, Stadthausstrasse 12, 8400 Winterthur, as independent proxy for voting rights at the General Meeting 2016. If you would like to authorise Martin Rechtsanwälte GmbH, Attorneys-at-Law, to act as proxy, please send your admission ticket, together with your authorisation and any instructions, in writing, by no later than 23 June, 2016, (date of receipt) to the above address. A shareholder of Valartis Group AG may only be represented at the General Meeting by their legal representative, another shareholder who is entitled to vote, or the independent proxy for voting rights. Power of proxy may only be issued for one General Meeting.
Online platform Sherpany - electronic remote voting via proxy and instructions to the independent voting proxy
Shareholders may now participate in voting and elections via electronic remote voting via proxy and instructions to the independent voting proxy under www.sherpany.com/valartis. The required login data will be sent to shareholders, together with written documentation on the General Meeting, so that shareholders may then decide whether to attend in person, be represented, or participate electronically via proxy and instructions to the independent voting proxy. Electronic participation, or any alterations to instructions which are submitted electronically, will be possible up to Thursday, 23 June, 2016, 23:59 hours, at the latest.
Leaving the General Meeting prior to its conclusion
In order to ensure the correct calculation of attendance figures, voting material which has not been used must be handed in at the exit when leaving the General Meeting prior to its conclusion.
Proposals on agenda items from shareholders
Proposals on agenda items from shareholders are only permissible if they are put to the General Meeting by the individual shareholder, or by an authorised individual proxy. The independent proxy for voting rights may not act as authorised individual proxy in this case.
Philipp LeibundGut, born 1973 | A graduate of the collage of higher education in Basle (FHBB). From 2011 - 2015, Philipp LeibundGut headed the Business Segment Institutional Clients of Valartis Group and was member of the Executive Management of Valartis Bank AG, Switzerland until the bank was sold in 2014. His area of responsibilities comprised the activities Corporate Finance, Structured Finance and the Portfolio/Fund Management of the Bank. From 2002 to 2006 he was a member of the Executive Board of Valartis Asset Management SA, from 2005 to 2011, a member of the Board of Directors of Valartis Group, Valartis Bank (Liechtenstein) AG, Valartis Bonus Card AG as well as Eastern Property Holdings Ltd., Tortola, and a member of the Supervisory Board of Valartis Bank (Austria) AG. Prior to that, Philipp LeibundGut was an investment advisor at Hansa AG in Baar, canton of Zug, from 1998 to 2001. His area of responsibility also included the setting-up of a joint-portfolio in Russia. |
Agenda
Ordinary General Meeting of Shareholders 2016 | 28 June 2016 |
Half-year Results 2016 | 30 August 2016 |
For further information, please contact:
Kim-My Schefer, Head Corporate Communications & Marketing
Tel. +41 44 503 54 02, corporate.communications@valartis.ch
Valartis Group
Valartis Group is an international finance group with offices in Switzerland, Vienna, Liechtenstein, Luxembourg, Moscow and St. Petersburg. Valartis Group AG (Baar, Switzerland) is listed on the Swiss stock exchange, SIX Swiss Exchange. Operations include the fields of Corporate Finance, Private Equity and Real Estate Management together with participations in the financial services sector.
www.valartisgroup.ch
The issuer of this announcement warrants that they are solely responsible for the content, accuracy and originality of the information contained therein.
Source: Valartis Group AG via Globenewswire
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Valartis Group AG
Blegistrasse 11a Baar ZG Switzerland
ISIN: CH0001840450;
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